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DECISION No. 15/1999/QD/BNN-TCCB3 OF JANUARY 18, 1999 ON TRANSFORMING NAM HA FOOD AND FOODSTUFF PROCESSING AND TRADING ENTERPRISE INTO A JOINT STOCK COMPANY

THE MINISTER OF AGRICULTURE AND RURAL DEVELOPMENT

Pursuant to Decree No. 73-CP of November 1st, 1995 of the Government on the functions, tasks, powers and organizational structure of the Ministry of Agriculture and Rural Development;

Pursuant to Decree No. 44/1998/ND-CP of June 29, 1998 of the Government on transforming State enterprises into joint stock companies;

At the proposals of the Managing Board of the Northern Food Corporation, the Board for Enterprise Management Renewal of the Ministry of Agriculture and Rural Development, the Director of the Organization and Personnel Department and the Steering Committee for Equitization of Nam Ha Food and Foodstuff Processing and Trading Enterprise,

DECIDES:

Article 1.- To ratify the plan for equitization of Nam Ha Food and Foodstuff Processing and Trading Enterprise, a dependent economic unit of Song Hong Food Processing and Trading Company, with the following content:

1. The actual value of the enterprise at 0:00 hour, January 1st, 1998.

- The actual value of the enterprise: 7,541,997,463 dong (seven billion, five hundred and forty one million, nine hundred and ninety seven thousand, four hundred and sixty three dong).

- The actual value of the State�s capital at the enterprise: 3,220,323,272 dong (three billion, two hundred and twenty million, three hundred and twenty three thousand, two hundred and seventy two dong).

2. Structure of the statutory capital:

The statutory capital of the joint stock company: 3,220,323,272 dong (three billion, two hundred and twenty million, three hundred and twenty three thousand, two hundred and seventy two dong).

+ The proportion of shares to be sold to the enterprise�s employees: 70% of the statutory capital.

+ The proportion of shares to be sold to individuals and legal persons outside the enterprise: 30% of the statutory capital.

3. Preferences for the employees in the enterprise:

- The total volume of shares to be sold at the preferential prices to the employees in the enterprise shall include 16,240 shares (sixteen thousand, two hundred and forty shares); the value of such preferential shares shall be 487,200,000 dong (four hundred and eighty seven million, two hundred thousand dong).

- The total volume of shares to be sold at the preferential prices to the poor employees in the enterprise who pay in installments shall include 1,265 shares (one thousand, two hundred and sixty five shares); the value of shares paid in installments shall be 88,550,000 dong (eight hundred million, five hundred and fifty thousand dong).

4. Organizing the management of proceeds from the sale of shares:

The management of proceeds from the sale of shares shall comply with Item V, Part Two of Circular No.104/1998/TT-BTC of July 18, 1998 of the Ministry of Finance guiding the financial matters when State enterprises are transformed into joint stock companies.

Article 2.- To transform Nam Ha Food and Foodstuff Processing and Trading Enterprise, a dependent economic unit of the Song Hong Food Processing and Trade Company, into a joint stock company with the following features:

1. Full name in Vietnamese: Cong ty co phan Ba Lan.

- International transaction name: Balan Joint Stock Company;

- Abbreviated name: BALAN STOCK CO.

2. Head office: No.5 Thai Binh street, Nam Dinh city, Nam Dinh province.

3. Business lines:

- Industrial processing of foods and foodstuffs.

- Wholesale and retail sale of foods and foodstuffs, trading in agricultural supplies and product sale agency.

Article 3.- Balan Joint Stock Company is a legal person under the Vietnamese law as from the date it is granted business registration certificate, conducts the independent cost-accounting, has its own seal, is entitled to open bank account(s) according to law provisions, and operates under its statute and the Law on Companies.

Article 4.- This Decision takes effect after its signing. The director and chief accountant of the Nam Ha Food and Foodstuff Processing and Trading Company shall have to perform the management of the enterprise until the entire enterprise is handed over to the Managing Board and the Director of Balan Joint Stock Company. As from the time of hand-over, the decision on establishment of Nam Ha Food and Foodstuff Processing and Trading Company shall cease to be effective.

Article 5.- The director of the Ministry�s Office, the director of the Organization and Personnel Department, the heads of the relevant agencies attached to the Ministry, the Ministry�s Board for Enterprise Management Renewal, the Managing Board of the Northern Food Corporation, the Director of Song Hong Food Processing and Trading Company, the director and the Steering Committee for Equitization of Nam Ha Food and Foodstuff Processing and Trading Company shall have to implement this Decision.

For the Minister of Agriculture

and Rural Development

Vice Minister
NGUYEN THIEN LUAN